FOURTH AMENDMENT TO

                                CREDIT AGREEMENT



     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered

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into as of May 10, 2001 among PACKAGING DYNAMICS, L.L.C., a Delaware limited

liability company ("Packaging"), INTERNATIONAL CONVERTER, INC., a Delaware

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corporation ("ICI"; together with Packaging, individually a "Borrower" and

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collectively the "Borrowers"), the Persons identified as "Guarantors" on the

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signature pages hereto (the "Guarantors"), the Persons identified as "Lenders"

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on the signature pages hereto (the "Lenders") and BANK OF AMERICA, N.A., a

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national banking association, formerly known as NationsBank, N.A., as Agent (the

"Agent") for the Lenders. Capitalized terms used herein and not otherwise

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defined herein shall have the respective meanings set forth, or incorporated, by

the Credit Agreement (defined below).



                                    RECITALS

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     WHEREAS, the Borrowers, the Guarantors, the Agent and the Lenders are

parties to that certain Credit Agreement dated as of November 20, 1998 (as

previously amended and as amended, modified, supplemented, extended or restated

from time to time, the "Credit Agreement");

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     WHEREAS, the Borrowers and the Guarantors have requested that the Lenders

agree to amend certain provisions of the Credit Agreement; and



     WHEREAS, the Lenders have agreed to do so, as more fully set forth below,

but only upon the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



                                     PART 1



                         AMENDMENTS TO CREDIT AGREEMENT



     The Credit Agreement is hereby amended in accordance with this Part 1.

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     SUBPART 1.1 Amendment to Section 1.1. The definition of "Revolving

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Committed Amount" set forth in Section 1.1 of the Credit Agreement is hereby

amended in its entirety to read as follows:



          "Revolving Committed Amount" means TWENTY-FIVE MILLION DOLLARS

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     ($25,000,000) or such lesser amount as the Revolving Committed Amount may

     be reduced pursuant to Section 2.1(d) or 3.3(c).



{PAGE}



     SUBPART 1.2 Amendment to Section 1.1. The definition of "EBITDA" set forth

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in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read

as follows:



          "EBITDA" means, for any period, with respect to the Borrower and its

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     Subsidiaries on a consolidated basis, the sum of (a) Net Income for such

     period (excluding the effect of any extraordinary or other non-recurring

     gains or losses (including any gain or loss from the sale of Property) or

     non-cash losses (including any non-cash charges resulting from the Stock

     Option Plan)) plus (b) an amount which, in the determination of Net Income

     for such period, has been deducted for (i) Interest Expense for such

     period, (ii) total Federal, state, foreign or other income or franchise

     taxes and Restricted Payments for Taxes for such period and (iii) all

     depreciation and amortization for such period, all as determined in

     accordance with GAAP; provided, however, that (1) EBITDA for the fiscal

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     quarter of the Borrower ending June 30, 2000 shall be determined without

     giving effect to (A) a charge of up to $3,450,000 relating to the

     Ameriserve accounts receivable and (B) restructuring charges of up to

     $1,250,000 and (2) EBITDA shall be determined without giving effect to a

     charge of up to $1,000,000 relating to amounts actually paid by the Credit

     Parties (pursuant to an order of the bankruptcy court or in connection with

     a settlement) for preferential payment claims made against the Credit

     Parties in connection with the Ameriserve bankruptcy; provided further,

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     however, any gain resulting from any recovery of amounts with respect to

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     the Ameriserve accounts receivable shall not be included in the calculation

     of EBITDA.



     SUBPART 1.3 Amendments to Section 7.2. Sections 7.2(a), (b) and (d) of the

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Credit Agreement are hereby amended in their entirety to read as follows:



          7.2  Financial Covenants.

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               (a)  Leverage Ratio. The Credit Parties shall cause the Leverage

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          Ratio, measured as of the last day of each fiscal quarter, to be less

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